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1、AUDITO'R S REPORTYue Hua Shen / Yan Zi (2014) No. 0002 ICPA filing number: 020201401000420To all shareholders of * Co., Ltd:We have audited the accompanying financial statements of * Co., Ltd ( “Your Company” ), which comprise the balance sheetas of 31 December 2013, the income statement,stateme

2、nt of changes in owner's equity and cash flow statement for the year then ended, and notes to the financial statements.I. Management ' s responsibility for the financial statementsManagement of your Company is responsible for the preparation and fair presentation of financial statements.This

3、 responsibility includes: (1) in accordance with the Accounting Standardsfor Business Enterprises and its relevant provisions, preparing the financial statements and reflecting fair presentation; (2) designing, implementing and maintaining the necessary internal control in order to free financial st

4、atements from material misstatement, whether due to fraud or error.II. Auditors' responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Chinese Certified Public Accountants Auditing Standards. Those st

5、andards require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance whether the financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financi

6、al statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statements,whether due to fraud or error. In making those risk assessments, we consider the internal control relevant to the preparation and fa

7、ir presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. An audit also includes evaluating the appropriatenessof accounting policies used a

8、nd the reasonablenessof accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.III. OpinionIn our opinion, the finan

9、cial statements of your Company have been prepared in accordance with the Accounting Standards for Business Enterprise and its relevant provisions in all material respect, and present fairly the financial position of your Company as of 31 December 2013, and the results of its operations and cash flo

10、ws for the year then ended.Guangdong Huaxin Accounting Firm (general partner)Guangdong, ChinaChin ese Certified Public Acco untant:Chin ese Certified Public Acco untant:Jan uary 3, 2014BALANCE SHEETAS OF 31 DECEMBER 2013Unit: RMB Yua nCompa ny: * Co., LtdAssetEnding bala neeBeg inning Bala neeLiabil

11、ities and all parties equity (or shareholders' equity)Ending ' bala neeBeg inning Bala neeCurrent Assets:Curre nt liabilities:Mon etary fundsShort-term borrow ingsTran sact ionfinan cialassetTran sact ion finan cial liabilitiesNotes receivableNotes payableAcco unt receivableAcco unt payableA

12、cco unt paid in adva neeAcco unt received in advaneeIn terest receivableEmployee' s compe nsati on payableDivide nd receivableTax payableOther acco unt receivableIn terest payableInven toriesDivide nd payableNon-current assets due withi n 1 yearOther acco unt payableOther curre nt assets-Non-cur

13、re ntliabilitiesdue withi n 1 yearTotal curre nt assets-Other curre nt liabilitiesNon-curre nt assets:Total curre nt liabilities-Availableforsalefinan cial assetsNon-curre nt liabilities:Maturity in vestme ntsLon g-term borrow ingsLon g-termacco untreceivablesBonds payableLon g-termequityinv estme n

14、tLon g-termacco untpayableInv esti ng propertySpecial payablesFixed assetAccrued liabilitiesProject in con struct ionDeferred tax liabilitiesEngin eeri ng materialOthernon-curre ntliabilitiesFixed asset disposalTotalnon-curre ntliabilitiesProductio nbiologicalassetsTotal liabilities-Oil and gas asse

15、tsOwner' s equity ( or shareholders equity)Intan gible assetsPaid-in capital (or share capital)Developme nt expe nseCapital surplus-GoodwillLess: Treasury StockLon g-term expe nse to be apporti onedEarned surplusDeferred tax assetsReta ined earnings-Other non-curre nt assetsTotal owner' equi

16、ty (or shareholders equity)-Total non-curre nt assets-Total assetsTotal liabilities and owner' s equity (or shareholders equity)Prepared by:Audited by:Finance Man ager:Compa ny Leader:INCOME STATEMENTFOR THE YEAR ENDED 31 DECEMBER 2013 Un it: RMB Yua nCompa ny: * Co., LtdItemsCumulative amount i

17、n this yearAmount in last yearI. Operati ng in comeMinus: Operati ng costTaxes and associate chargesSelli ng and distributio n expe nsesAdmi nistrative expe nses-Finan cial expe nse-Asset impairme nt lossPlus: gain from change in fair value ( loss with Gai n from in vestme nt ( loss with -')'

18、;In cludi ng: in come form inv estme nt on affiliated en terprise and joint en terpriseII. Operating profit (loss with )'-Plus: non-bus in ess in come-Less: non-bus in ess expe nseIn clud ing: loss from non-curre nt asset disposalIII. Total profit (loss with -')'-Less: In come taxIV. Net

19、 profit (loss with -')'-V. Earnings per share(I) basic earnings per share(II) diluted earnings per shareVI. Other comprehe nsive earningsVII. Total comprehe nsive earnings-Prepared by:Audited by:Finance Man ager:Compa ny Leader:CASH FLOW STATEMENTFOR THE YEAR ENDED 31 DECEMBER 2013 Un it: RM

20、B Yua nCompa ny: * Co., LtdItemsTimesAmount in this yearCumulative amount in last year1. Cash flows arising from operating activities:0Cash received from sales of goods or rending o' services'1Refund of tax and fare received2Other cash received relating to operating activities3Sub-total of c

21、ash in flows4Cash paid for goods and services5Cash paid to and on behalf of employees6Tax and fare paid7Other cash paid relati ng to operati ng activities8Sub-total of cash outflows9Net cash flow from operat ing activities102. Cash flows aris ing from inv estme nt activities0Cash received from retur

22、n of in vestme nts11Cash received from in vestme nt in come12Net cash received from disposal of fixed assets, intan gible assets and other Ion g-term assets13Net cash received from disposal of subsidiaries and other bus in ess un its14Other cash received relating to investment activities15Sub-total

23、of cash in flows16Cash paid for acquiri ng fixed assets, intan gible assets and other long-term assets17Cash paid for acquiri ng inv estme nts18Net cash received from subsidiaries and other bus in ess un its19Other cash paid relati ng to inv estme nt activities20Sub-total of cash outflows21Net cash

24、flow from investing activities223. Cash flows arising from financing activities:0Cash received from absorb ing in vestme nt23Cash received from borrow ings24Other cash relating to financing activities25Sub-total of cash in flows26Cash paid for settli ng debt27Cash paid for distributi on of divide nd

25、s or profit or reimbursi ng in terest28Other cash payments relating to financing activities29Sub-total of cash outflows30Net cash flow from financing activities314. In flue nee on cash due to fluctuati on in excha nge rate345. Net in crease in cash and cash equivale nts35Add : Bala nee of cash and c

26、ash equivale nts at the beg inning of the year366. Bala nee of cash and cash equivale nts at the end of the year37Suppleme ntary in formati on:0Attached project of cash flow stateme nt01. Net profit is adjusted to cash flow of operati ng activities0Net profit38Impairme nt of assets39Fixed asset depr

27、eciation, depletion of oil and gas assets and depreciation of productive biological assets40Amortizati on of intan gible assets41Amortizati on of Ion g-term prepaid expe nses42Treatment of losses of fixed assets,intangible assets and other long-term assets43Loss on retirement of fixed assets44Loss o

28、f cha nges in fair value45Finance costs46In vestme nt losses47Decrease in deferred in come tax assets48In crease in deferred in come tax liabilities49Decrease in inven tories50Decrease in operati ng receivables51In crease in operati ng payables52Others53Net cash flow from operat ing activities542. I

29、nvesting and financing activities not relating to cash0Debt into capital55Con vertible debt due with in one year56Finance leased fixed assets573. Net in crease in cash and cash equivale nts0Bala nee of cash at the end of this period58Less: bala nee of cash at the beg inning of this period59Add: bala

30、 nee of cash equivale nts at the end of this period60Less: balanee of cash equivalents at the beg inning of this period61Net in crease in cash and cash equivale nts62Prepared by:Audited by:Finance Man ager:Compa ny Leader:STATEMENT OF CHANGES IN OWNEREQUITYFOR THE YEAR ENDED 31 DECEMBER 2013Compa ny

31、: * Co., LtdItemsAmount in this yearAmount in last yearPaid-u p capitalCapita l surplu sEarned surplu sRetai n ed earni n gsTotal owner s' equityPaid -up capit alCapi tal surpl usEarn ed surpl usReta ined earni ngsTotal own ers' equit yI. bala nee at the end of last year-Add:cha ngeofacco un

32、 ti ng policy-Correcti on of errors in previous period-II. Bala nee at the begi nning of this year-III. I ncrease/ decrease of amount in this year ( “” means decrease)(I) Net profit-(II) Gains and losses directly in eluded in the-own ers' equity1. Net cha nge amount in fair value of financial as

33、sets available for sale2. In flue nee of cha nges in other own ers' equity of inv estors un der the equity method3. In flue nee of in come tax relat ing to the own ers' equity project4. Others-Subtotal of (I) and (II)-(III) In put an reduced capital of owners-1. In put capital of owners-2.Am

34、 ount of shares included in the owners' equity3. Others-(IV) Profit distributio n-1. Withdrawing earned surplus-2. Distributio n to all owners (or shareholders)-3. Others-(V) In ternal carry ing forward of owners' equity1.Capitalsurplustran sfers to paid-i n capital (or share capital)2.Earne

35、d surplustran sfers to paid-i n capital (or share capital)3. Earned surplus makes up losses-4. Others-IV. Bala nee at the end of this period-Legal represe ntative: Pers on in charge of acco un ti ng: Leader of acco unting departme nt:*CO., LTDNOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED DECEM

36、BER 31,2013(All amou nts in RMB Yua n)I. Compa ny Profile* Co., Ltd. (here in after referred to as the "Compa ny") is a limited liability company (Sino-foreign joint venture) jointly invested and established by * Co., Ltd. and * Limited on 24 June 2013. On December 26, 2013, the shareholde

37、rs have been changed to* CO., ltd and * LIMITED.Bus in ess Lice nse of En terprise Legal Pers on Lice nse No.:Legal Represe ntative:Registered Capital: RMB (Paid-in Capital: RMB )Address:Busin ess Scope: Financing and leas ing bus in ess; leas ing bus in ess; purchase of leased property from home an

38、d abroad; residue value treatme nt and maintenance of leased property; consulting and guarantees of lease transaction (articles invoIved in the in dustry lice nse man ageme nt would be dealt in terms of n ati onal releva nt stipulati ons)II. Declarati on on followi ng Acco un ti ng Sta ndard for Bus

39、in ess En terprisesThe financial statements made by the Company are in accordanee with the requireme nts of Acco un ti ng Sta ndard for Busin ess En terprises, which reflects the financial position, financial performance and cash flow of the Company truly and completely.III. Basic of preparation of

40、financial statementsThe Compa ny impleme nts the Acco unting Stan dards for Bus in ess En terprises (Finance and Accounting 2006 No. 3” )issued by the Ministry of Finance on February 15, 2006 and the successive regulations. The Company prepares its financial stateme nts on a going concern basis, and

41、 recog ni zes and measuresits acco unting items in complia nce with the Acco un ti ng Sta ndards for Busin ess En terprises -Basic Stan dards and other releva nt acco unting sta ndards, applicati on guideli nes and criteria for interpretation of provisions as well as the significant accounting polic

42、ies and acco un ti ng estimates on the basis of actual tran sacti ons and eve nts.IV. The main acco un ti ng policies, acco un ti ng estimates and cha nges Fiscal yearThe Company adopts the calendar year as its fiscal year from January 1 to December 31.Functional currencyRMB was the fun cti onal cur

43、re ncy of the Compa ny.Acco un ti ng measureme nt attributeThe Company adopts the accrual basis for accounting treatments and double-entry bookkeep ing of borrow ing for finan cial acco un ti ng. The historical cost is gen erally as the measurement attribute, and when accounting elements determined

44、are in line with the requirements of Accounting Standards for Enterprises and can be reliably measured,the replacement cost, net realizable value and fair value can be used for measureme nt.Acco un ti ng method of foreig n curre ncy tran sacti onsThe Compa ny'foreig n curre ncy tran sact ions ad

45、opt approximate spot excha nge rate of the transaction date to convert into RMB in accordanee with systematic and rati onal method; on the bala nee sheet date, the foreig n curre ncy mon etary items use the spot exchange rate of the balanee sheet date. All balances of exchange arising from differe n

46、ces betwee n the bala nee sheet date spot excha nge rate and the in itial recognition or the former balanee sheet date spot exchange rate, except that the excha nge gains and losses aris ing by borrow ing foreig n curre ncy for the eon structi on or product ion of assetseligible for capitalizatio n

47、are tran sactedin accorda ncewith capitalizati on prin ciples, are in eluded in profit or loss in this period; the foreig n curre ncy non-mon etary items measured at historical cost will still be conv erted with the spot excha nge rate of the tran sact ion date.The sta ndard for reeog nizing cash eq

48、uivale ntWhe n making the cash flow stateme nt, cash on hand and deposits readily to be paid will be recog ni zed as cash, and short-term (usually no more tha n three mon ths), highly liquid and readily con vertible to known amounts of cash with in sig nifica nt risk of cha nges in value are recog n

49、i zed as cash equivale nt.Finan cial In strume ntsClassification, recognition and measurement of financial assets-The company at the time of initial recognition of financial assets divides it into the following four categories: financial assets measured at fair value with changes in eluded in the pr

50、ofit or loss of this period, loa ns and receivables, finan cial assets available for sale and held-to-maturity investments. Financial assets are measured at fair value whe n in itially recog ni zed. Releva nt tran sact ion costs of finan cial assets measured at fair value with cha nges in eluded in

51、the profit or loss of this period are recog ni zed in profit or loss of this period, and releva nt tran sact ion costs of other categories of financial assets are recognized in the amount initially recognized.-Finan cial assets measured at fair value with cha nges in eluded in the profit or loss of

52、this period refer to the short-term sales finan cial assets, in clud ing finan cial assets held for trad ing or finan cial assets measured at fair value with cha nges in eluded in the profit or loss of this period designated upon initial recognition by the management. Finan cial assets measured at f

53、air value with cha nges in eluded in the profit or loss of this period are subseque ntly measured at fair value, and the in terest or cash divide nds obta ined duri ng the holdi ng period will be recog ni zed as inv estme nt in come, and the gains or losses of the cha nge in fair value at the end of

54、 this period are recog ni zed in the profit or loss in this period. When it is disposed, the differenee between the fair value and the in itial recorded amount is recog ni zed as inv estme nt in come, whileadjusting gains from changes in the fair value.-Loans and receivables: the non-derivative fina